POSITIVEID CORPORATION (OTCMKTS:PSID) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2017, PositiveID Corporation (the Company) entered
into a Stock Purchase Agreement (SPA) with E-N-G Mobile Systems,
Inc., a California corporation and the Companys wholly-owned
subsidiary (ENG), and Holdings ENG, LLC, a Florida limited
liability company and an affiliate of East West Resources
Corporation (the Purchaser), to which (i) the Company sold 49%,
or two hundred ninety nine (299) shares of Series A Convertible
Preferred Stock (the Purchased Shares), of ENG, (ii) the Company
granted Purchaser an option to purchase up to an additional 10%,
or sixty (60) shares of Series A Convertible Preferred Stock, of
ENG (the Option Shares) and (iii) ENG, to a stock option
agreement (the Stock Option Agreement), granted Purchaser an
option to purchase 1%, or three (3) shares of Series A
Convertible Preferred Stock, of ENG (collectively, the
Transaction). The Company received one million four hundred
ninety-five thousand dollars ($1,495,000.00) or $5,000.00 per
share of Series A Convertible Preferred Stock, in exchange for
the Purchased Shares. The exercise price payable to the Company
for each Option Share is five thousand dollars ($5,000.00)
(subject to adjustment) for a total of up to three hundred
thousand dollars ($300,000.00).

Immediately prior to the closing of the Transaction, ENG effected
a recapitalization so that there are two classes of its stock as
follows: (i) 2,000 authorized shares of common stock, $0.001 par
value, with 241 shares, issued and outstanding and held by the
Company; and (ii) 1,000 authorized shares of Series A Convertible
Preferred Stock, $0.001 par value (the Series A Convertible
Stock), with 359 shares of Series A Convertible Stock issued and
outstanding and held by the Company prior to the closing of the
Transaction.

A summary of the Series A Convertible Stock of ENG is set forth
below:

Voting and Protective Provisions. The Series A
Convertible Stock shall vote together with the common stock of
ENG, except as required by law. The Series A Convertible Stock
contain protect provisions such that the vote of a majority of
the outstanding shares of Series A Stock is required to engage in
certain acts, including (i) file a petition in bankruptcy; (ii)
create, authorize, authorize the creation of, issue or sell any
equity security, any security convertible into or exercisable for
any equity security or option; (iii) permit any consolidation,
reorganization or merger of ENG with or into any other person;
(iv) acquire all or substantially all of the properties, assets
or capital stock of any other corporation or entity; (v) sell,
lease or otherwise dispose of assets or properties of ENG in an
aggregate amount in excess of $100,000 in any calendar year,
other than in the ordinary course of business; (vi) grant any
lien on or security interest in any of ENGs assets other than in
the ordinary course of business; (vii) incur any indebtedness for
borrowed funds, excluding any draws on any line of credit in the
ordinary course of business; (viii) create or authorize the
creation of any debt security; (ix) approve or execute any
contract, agreement or lease giving rise to a financial
commitment or obligation of ENG other than in the ordinary course
of business; (x) purchase or redeem or pay any dividend on any
capital stock, make any distribution or authorize a stock split
or split-up; (xi) increase or decrease the size of the Board of
Directors of ENG; (xii) create, or authorize the creation of, a
subsidiary; (xiii) make any loan or advance to any person, except
advances in the ordinary course of business; (xiv) guarantee any
indebtedness except for trade accounts of ENG arising in the
ordinary course of business; (xv) make any investment
inconsistent with any investment policy approved by the Board of
Directors of ENG; (xvi) enter into or be a party to any
transaction with (A) any director, officer or employee of ENG or
any associate (as defined in Rule 12b-2 promulgated under the
Exchange Act) of any such person or (B) any affiliate (as defined
in Rule 12b-2 promulgated under the Exchange Act); (xvii) change
the principal business of ENG, enter new lines of business, or
exit the current line of business; (xviii) sell, assign, license,
pledge or encumber material technology or intellectual property,
other than licenses granted in the ordinary course of business;
(xix) amend the Articles of Incorporation or the Bylaws of ENG
(xx) purchase, option or otherwise acquire any real property or
any interest therein; (xxi) dissolve, wind-up or cease operations
of ENG; or (xxii) enter into any corporate strategic
relationship, joint venture or partnership.

Dividends. Dividends may not be declared on any class of
stock unless paid pro rata on all classes of stock.

Liquidation. Upon on any liquidation, dissolution or
winding up of ENG, after payment or provision for payment of
debts and other liabilities of ENG, before any distribution or
payment is made to the holders common stock or any junior
securities, the holders of Series A Convertible Stock shall first
be entitled to be paid out of the assets of the Company available
for distribution to its stockholders an amount equal to $5,000
per share (subject to adjustment in the event of any stock
dividend, stock split, combination or other similar
recapitalization with respect to the Series A Convertible Stock),
plus any dividends declared but unpaid on such shares. The
occurrence of a merger or consolidation or sale of substantially
all of the assets of ENG shall be deemed to be a liquidation of
ENG.

In connection with the Transaction, the Company entered into a
Stockholders Agreement, dated June 12, 2017, with Purchaser and
ENG (the Stockholders Agreement), which sets forth certain rights
and obligations of the Company, Purchaser and ENG, respectively,
relating to the Company and Purchasers ownership of ENGs capital
stock.

In addition, in connection with the Transaction, the Company
entered into an Executive Services Agreement, dated June 12,
2017, with Purchaser and Mr. Lyle Probst, the Companys President
(the Executive Services Agreement), to which the Company has
agreed to provide ENG the services of Mr. Probst to continue to
act as President of ENG (the Services). As compensation for the
Services, ENG will pay the Company nine thousand five hundred
twenty-five dollars ($9,525) per month.

The foregoing description of the terms of the SPA, the
Stockholders Agreement, the Executive Services Agreement, and the
Stock Option Agreement does not purport to be complete and is
qualified in its entirety by the complete text of the documents
attached as, respectively, Exhibit 10.1, Exhibit 10.2, Exhibit
10.3, and Exhibit 10.4 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On June 14, 2017, the Company issued a press release announcing
the Transaction. The press release furnished herewith as Exhibit
99.1 shall not be deemed filed for the purposes of Section 18 of
the Securities Exchange Act of 1934, and is not incorporated by
reference into any filing of the registrant, whether made before
or after the date hereof, regardless of any general incorporation
language in such filing.

Item 9.01 Financial Statements and Exhibits

About POSITIVEID CORPORATION (OTCMKTS:PSID)

PositiveID Corporation, formerly VeriChip Corporation, is a life sciences and technology company focused on the healthcare and homeland security markets. The Company operates through three segments: Molecular Diagnostics, Medical Devices and Mobile Labs. It develops molecular diagnostic systems for medical testing and bio-threat detection. Its Microfluidic Bio-agent Autonomous Networked Detector system is an airborne bio-threat detection system developed for the homeland defense industry to detect biological weapons of mass destruction. It is developing Firefly Dx, an automated pathogen detection system for diagnostics, both for clinical and point-of-need applications. Through its contractual control of Thermomedics, Inc., it markets and sells the Caregiver product for clinical use. Its subsidiary, E-N-G Mobile Systems, Inc., operates in specialty technology vehicle market, with a focus on mobile laboratories, command and communications applications, and mobile cellular systems.